Registered number: 07233697
CoInvestor Limited
Financial statements
Information for filing with the registrar
For the year ended 31 December 2022
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CoInvestor Limited
Company Information
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Chartered Accountants & Statutory Auditor
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168 Shoreditch High Street
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CoInvestor Limited
Contents
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Notes to the financial statements
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CoInvestor Limited
Registered number: 07233697
Balance Sheet
As at 31 December 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 2 to 9 form part of these financial statements.
Page 1
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
The Company is registered in the UK with the registration number 07233697. It is a private company limited by shares. The registered office is 37 St Margaret's Street, Canterbury, Kent, United Kingdom, CT1 2TU.
The principal activity of the company is that of the provision of digital solutions in the alternative asset sector.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The financial statements are presented in pound Sterling, and rounded to the nearest pound.
The following principal accounting policies have been applied:
During the first quarter of 2023, the Company received subscriptions for new share capital of £1.5 million, at £0.60 per share. £1.4 million of new share capital was accepted immediately, and £0.1 million is to be accepted in the second quarter.
The Directors consider the business to be a going concern and have made their assessment based on cashflow and other forecasts. The Directors consider the company to have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the balance sheet, and accordingly they adopt the going concern basis in preparing the financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Page 2
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Research and development expenditure is recognised in the statement of comprehensive income as it is incurred.
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Page 3
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Page 4
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Page 5
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
2.Accounting policies (continued)
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 6
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates.
The following judgements have had the most significant impact on amounts recognised in the financial statements:
Share-based payments
The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The estimation of fair value requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option and volatility. The share based payment costs for the year was £959 (2021: £627).
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The average monthly number of employees, including directors, during the year was 14 (2021 - 16).
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Charge for the year on owned assets
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Page 7
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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1,719,756 (2021 - 1,719,756) Ordinary Shares shares of £0.0001 each
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10,256,872 (2021 - 8,956,873) B Ordinary shares shares of £0.0001 each
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1,172,000 (2021 - 600,000) C Ordinary shares shares of £0.0001 each
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During the year £130 of B Ordinary £0.0001 shares and £57 of C Ordinary £0.0001 shares were issued in the period with a total increase in share premium of £665,096.
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All classes of shares rank pari passu except for C Ordinary shares which have no voting or dividend rights.
Page 8
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CoInvestor Limited
Notes to the Financial Statements
For the year ended 31 December 2022
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Certain employees of the company were granted options over the shares of CoInvestor Limited, at a fixed exercise price. Exercise dates vary per agreement with expiry up to ten years after the vesting date.
The company had in issue at the start of the year 647,000 (2021: Nil) qualifying options at an exercise price of £0.022 per share. During the year, 347,500 options were granted over C Ordinary Shares (with a hurdle of £0.472 per share) at an exercise price of £0.028 per share. During the year no options were vested (2021: Nil).
The company recognises an equity settled share-based payment expense based on a reasonable allocation of the total charge for the company. Where the vesting date has been reached the options are valued on current open market conditions against the option price with the charge pro-rated for the number of employees participating across the expected year of exercise. For the year under review 122,000 options were exercised. A charge of £959 (2021: £627) was assessed on the options.
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Related party transactions
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All directors' remuneration during the current and prior years was at market rate.
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Post balance sheet events
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Following the year end and as at the date of approval of these financial statements, the company has issued additional share capital, for total consideration of £1,400,000.
There is no overall controlling party.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.
The audit report was signed on 25 April 2023 by Anne Dwyer BSc (Hons) FCA (senior statutory auditor) on behalf of Kreston Reeves LLP.
Page 9
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